Firm profile submitted by Manesco, Ramires, Perez, Azevedo Marques Sociedade de Advogados
THE FIRM: The firm was established in 1991 and it is specialised in providing legal assistance in infrastructure and regulatory matters, including project finance, public bids, public private partnerships and concession projects. The firm also provides its clients support in corporate, M&A, tax, competition/antitrust, environment, dispute resolution and litigation. The firm has played a central role in most of the major infrastructure projects since the 90’s, offering advice to both public entities and private players.
Main Areas of Practice:
Infrastructure: Despite offering a wide range of services for its clients, Manesco focuses on issues related to the currently-called infrastructure sector and a wide range of interactions between public and private parties in this field. The firm has been present in virtually all important infrastructure bids carried out in the country in the last few years by the federal government, states and large cities. It has also worked in the design of large business ventures, whether in the public area (concessions and Public-Private-Partnerships - PPPs) or in the private sector (EPC contracts). It has also helped constantly the government in reviewing different regulatory frameworks so as to enable investments to be made in a modern and safe institutional environment.
Experience: Legal consultancy in infrastructure projects, contracts or bidding procedures such as roads, railroads, ports, airports, schools, hospitals, sewage treatment plants, garbage collection and final disposal plants, road transport terminals, technological parks, logistic terminals, among others, for government entities or private companies.
Public Transportation: In a continent-sized country going through a development process, public transportation has been receiving considerable investments from both public and private sectors. The firm has provided consulting services and litigation support for governmental entities, regulatory agencies, highway, railroad and subway concessionaries, and other companies of the sector. Such services involve assistance in bidding processes and contracts, unsolicited proposals and requests for information for public concessions and Public-Private Partnerships. Manesco has participated in the design of concession contracts, the study of their environmental and urbanistic features, as well as their funding (obtaining financial resources for the project), and tax strategies.
Experience: Consultancy regarding the implementation of several subway lines in São Paulo, Rio de Janeiro, Salvador and other state capitals in Brazil, as well as BRT, VLT and bus services in several Brazilian largest cities.
Environment and Urbanism: The world economy has been strongly influenced by the concept of sustainable development, bringing urban-revitalisation and environment-related issues into the agenda of both public and private entities. The firm has been constantly called in for consulting, legal opinions and litigation support involving urban and environmental legislation, the design of urban operations and Public-Private Partnerships both in the area of forest preservation, creation of logistic complexes, public garage concessions, and the recovery of deteriorated areas.
Experience: Consultancy services regarding the Federal Law 12.305/2010 (national law for solid waste), legal support for urban operations and government actions, participation in many innovative projects concerning environment preservation and sustainable exploitation of renewable resources and energy, as well as consultancy services for public sector and private companies in the segment.
Sanitation: In an area that has been marked by important institutional changes in the past few years – including important redefinitions of the role of the Federal Government, States, and Cities, an extensive review of the regulatory framework, - and relevant investments through concessions, Public-Private Partnerships or significant public works, the firm has provided advice on sanitation legislation and regulation, on the design of contracts and bidding documents, as well as on contract re-negotiations. It has also supplied litigation services for the various players in areas such as sewerage and waste treatment, water supply and treatment, river depollution, public cleaning services and residue destination, in addition to the support to partnerships among government entities.
Experience: Consultancy services for the drafting of the project which resulted in Law 11.445/2007 (regulatory framework for sanitation in Brazil), as well as consultancy services for large public and private companies in the segment.
Telecommunications: This sector has taken the lead in the process of institutional changes in Brazil in the 1990’s, and the firm has had a close connection with the theme since the very beginning of such changes, with strong engagement in the General Telecommunications Act of 1997 and in the first telecommunications services regulations, including the creation and functioning of its regulatory body: Anatel. Such regulation has become a reference for other areas. Since then, the firm has been defending a large number of associations, concessionaries and other companies of the sector in judicial and administrative actions. Moreover, the firm has provided consulting services in telecommunication regulations, contracts and business formation for all the major telecommunications operators in the country.
Experience: Legal consultancy for Anatel and for the State Department of Telecommunications for the establishment of the agency and the alignment of its basic regulations, as well as consultancy services in regulation for the main companies in the segment.
Oil & Gas: The firm has provided support to important oil and gas companies, besides working in consulting for the pre-salt regulation. It has also provided consulting services to companies in the areas of regulation, contracts, development of new business opportunities, as well as procurement with Petrobras - including contract financial balance claims. The firm also works in the structure of joint ventures between Brazilian and foreign companies in order to enter the local market, including the competition-related features of this kind of business. Experience: Consultancy during the legislative process of the pre-salt regulatory framework, as well as consultancy services for foreign and Brazilian companies in order to establish joint ventures in the segment, or to participate in biddings to enter into contracts with Petrobras. Electric Power: An indispensable vector in a process of economic development is that of electric power generation, chiefly to support the activities of the industry and the services sector. This area involves both nonrenewable resources and renewable resources (hydropower, biomass, wind, solar and photovoltaic energy). Because of its strong engagement in the regulatory issues of the area, the firm has been considered a reference, which has resulted in its engagement in providing expert advice, legal opinions, support to contracts and license granting procedures, as well as litigation services involving the regulatory agencies, distributors, concessionaries, independent energy producers, the Federal Government, and other government entities.
Experience: Legal consultancy to companies in the segment, particularly in the legal defense of the Brazilian Emergency Energy Commercialisation Company and in the issuing of legal opinions on regulatory matters for various players of the sector.
Healthcare: Brazil, with its 202 million inhabitants, has gone through a heavy process of development in the past few decades, despite its noticeably high degree of social inequality, which reflects upon areas such as that of Healthcare. The public power’s response has been the improvement of the SUS (Union’s Healthcare System), with encouragement to generic medicine production and regulation of the private healthcare sector - represented by the healthcare plans and regulated by the ANS (National Healthcare Agency). Due to the knowledge built up in the regulation of other sectors, the firm has supported companies, foundations, and NGOs in judicial and administrative actions, as well as consulting for the ANS and the Ministry of Healthcare. The office is also renowned in this area due to its support to the first Public-Private-Partnerships (PPPs) contracts signed in Brazil for hospitals construction, maintenance and provision of healthcare services.
Experience: Legal and institutional structuring of the first PPPs (Public- Private Partnerships) in the health segment in Brazil (State of Bahia and Municipality of Belo Horizonte).
EPC : The office is specialised in assisting companies involved with EPC contracts (engineering, procurement and construction contracts). EPC is suited for large infrastructure works and other large-sized facilities, in which the contractor is responsible for the full delivery of the contract’s subject matter, including the project, acquisitions, and the execution of the works. These contracts usually include specific financing structures. The firm was called to offer a wide range of services related to this model of interaction, from drafting and negotiating such contracts to contract management and finally to support in arbitration and litigations issues.
Experience: Legal consultancy as well as litigation and arbitration to companies wich provide EPC services for the implementation of automobile plants, oil refineries, processing and mining plants transport, among others.
Corporate: Privatisations, public service concessions, Public-Private-Partnerships, and consortia are a few of the agreements that have become part of the daily life of Brazil’s economy, which injects more dynamism in its development process and a broader interface with global economic players. The firm’s engagement in this institutional modernisation has naturally led it to its participation on the process of setting up new businesses, joint ventures, technology transfer, mergers and acquisitions, state-owned company institutional modernisation, and litigation involving shareholders in corporate conflicts.
Experience: Legal consultancy on strategic management and corporate finance for private and state owned companies. Legal defense of current or former public authorities in public or class action suits, and the legal defense of companies, in Court or during arbitration processes, for demands regarding contractual compensations and indemnification.
Contracts: An obvious effect of globalisation in Brazilian economy is that the relationship between economic agents has gained new elements and started to require the use of new contractual techniques. The challenge of competitiveness in a globalised economy has made businesses more complex, which brings forth constant challenges in drafting and negotiating contract clauses.
Experience: The firm has therefore been increasingly present in the consulting and negotiation of contracts for companies of different sectors, among which the firm highlight mining, information technology, oil & gas, engineering, transportation, corporate financing, advertising, real estate, and telecommunications.